Contract Issues that May Require the Services of an Attorney

September 12, 2017
  • (1034) Views

Contracts are “promises that the law will enforce.” Contracts are not always straightforward, and
the average dentist cannot possibly be expected to be versed in the nuances and strategies of
contract writing and negotiating. Attorneys may not be the best-loved professionals, but
remember that for every attorney joke, there is a dentist joke. Both professions provide vital
services. Know your limits and put thrift and pride aside, when appropriate. Don’t hesitate to
seek counsel if you have the slightest reservation about a legal issue.
Throughout your dental career, you will be faced with interpreting and negotiating a number of
legal contracts including:

  • Employment contracts
  • Purchasing land or real estate
  • Leasing office space
  • Financing agreements
  • Construction services
  • Purchasing or leasing office equipment
  • Purchasing or selling a dental practice

Each of these contracts is unique and will be drafted to address specific concerns. The same
attorney may not be appropriate to review or prepare all of the contracts. You may require the
services of a real estate attorney for the purchase of land, a building or a condominium. One
attorney may be suitable to review and negotiate a lease, but when it comes time to review a
contract for the purchase of an existing dental practice, you may be better served by someone
who is more familiar with the nuances of these types of agreements.

The contract is most often written by the person offering the employment, office space, goods or
services and, not surprisingly, is drafted in his or her favor. A clever contract drafter will seed
the contract with terms that the drafter is willing to concede in order to receive other
concessions from you that are more important. The drafter may bury critical issues deep within
dense text that will make the average person glaze over in minutes. Your lawyer should be able
to decode the tricks and strategies of the other side and reveal them to you so that you can
make an informed decision about the contract. A good attorney can help insure a favorable
outcome.

Everything is negotiable, but not after you sign the contract. Even on pre-printed, boilerplate
contracts, there is room to negotiate. Discuss the changes you want and negotiate them. Make
sure a responsible party for each side agrees to the additions or deletions and, at the least, to
initial and date the changes in the margins.

There is no such thing as an innocent or meaningless clause or word in a contract. Each word
in a contract is there for a specific meaning and will have specific consequences to you. When
interpreting a contract, courts look only to the words written within the four corners of the page
to determine what the contract means. Dentists are highly educated professionals. A judge will
not look favorably on your claim that you were misled or didn’t understand a vital contract clause
that worked to your detriment. Take your time and thoroughly review and discuss the contract
with your attorney until you are comfortable signing it. If you don’t understand a contract
provision or the explanation provided by your attorney, keep probing until you do understand or
ask that the provision be renegotiated or rewritten.

Contracts permit us to conduct our business affairs efficiently and with confidence. They are
solemn instruments that are the foundation of our economic system. A well written contract can
help you succeed; a poorly written contract can have catastrophic consequences. The prudent
dentist enters into a contract with caution and diligence.

About Dr. Eric Ploumis
Dr. Eric Ploumis is an attorney, an orthodontist, and an associate clinical professor of
orthodontics at New York University. He maintains a private practice in law and in orthodontics
in New York City. He limits his legal practice to business and transactional issues related to the practice of dentistry including practice transitions, partnership and employment agreements,
office leases, and the defense of allegations of professional misconduct. Dr. Ploumis can be
reached at www.DentalPracticeLawyers.com.